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Future Lifestyle Fashions Ltd.

BSE: 536507 Sector: Industrials
NSE: FLFL ISIN Code: INE452O01016
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OPEN 343.10
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VOLUME 2176
52-Week high 410.55
52-Week low 117.35
P/E 79.63
Mkt Cap.(Rs cr) 6,535
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 343.10
CLOSE 346.85
VOLUME 2176
52-Week high 410.55
52-Week low 117.35
P/E 79.63
Mkt Cap.(Rs cr) 6,535
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Future Lifestyle Fashions Ltd. (FLFL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Fifth Annual Report of the Company togetherwith the Audited Financial Statements for the financial year ended March 31 2017.

FINANCIAL HIGHLIGHTS

The standalone financial performance of the Company is as follows:

(Rs in Crore)
Particulars Financial Year 2016-17 Financial Year 2015-16
Revenue from Operations 3877.07 3300.19
Other Income 6.63 16.49
Total Revenue 3883.70 3316.68
Profit before Depreciation and Amortization expense and Tax expense 247.09 206.40
Less: Depreciation and Amortization expense 186.91 161.42
Profit before Tax 60.18 44.98
Less: Tax expense 14.51 15.51
Profit after Tax 45.67 29.47
Balance brought forward from previous year 28.07 7.73
Surplus available for appropriation 73.74 37.20
APPROPRIATION
Additional Dividend on Shares issued during the year 0.01 -
Transfer to General Reserve - -
Proposed Dividend on Equity Shares 15.21 7.58
Tax on Proposed Dividend 3.10 1.55
Balance carried to Balance Sheet 55.42 28.07

REVIEW OF PERFORMANCE

During the year under review your Company recorded an increase of 17.48% in revenuefrom operations at Rs 3877.07 Crore as compared to Rs 3300.19 Crore in the previousfinancial year. Your Company reported an increase of 33.79% in net profit before tax of Rs60.18 Crore for the year under review as compared to Rs 44.98 Crore for the previousfinancial year.

Your Company's fashion brands are marketed through exclusive brand outlets (EBOs)department stores multi brand outlets (MBOs) as well as the Company's operated retailchains such as Central Brand Factory and EBOs which are spread in 372 stores in morethan 90 cities across the country and cover over 5.40 million sq. ft. of retail space.These retail chains collectively attracted over 51 million customer footfalls during theyear under review. These chains are backed by strong sourcing network in housetrend-spotting and design teams coupled with robust logistics and warehousing network.Further the Company's distribution network includes 35 Central Stores 53 Brand FactoryOutlets along with 284 Sport Stores and EBOs.

BUSINESS OUTLOOK

Your Company is an integrated fashion company deriving its strength from - fashionbrands fashion distribution and investment in fast growing fashion companies. YourCompany aims to be the leading lifestyle fashion company in India by creating exceptionalbrands and shopping experiences that will bring alive the Indian idiom of fashion. YourCompany is well positioned to capture growth across all segments. Financial year 2016-17was the year of transformation for the Company in terms of increased revenue profit andfree cash flow.

Your Company adopted new models and processes due to change in the retail industryglobally at an ever increasing speed. Your Company is consistently trying to improve itsowned/licensed brand mix with an added focus on its power brand portfolio to deliver nextstage of growth as well as on high growth categories in the fashion space. It hasdedicated teams focusing to drive and review these brands and formats on an on-going basisin light of the trends moods and aspirations of the customers and appropriately positionthese brands to ensure the growth. Your Company also strive to lead the revolution into aDigital Organization. Your Company continued to expand its business base by adding newlines and plans to expand its retail network to newer cities and also further penetrateexisting cities.

DIVIDEND

The Board of Directors of the Company has recommended a Dividend of Rs 0.80 per EquityShare of Rs 2 each for the financial year ended March 31 2017. The said Dividend shall besubject to the approval of the Members at the forthcoming Annual General Meeting.

The Dividend if approved by the Members would entail a payout of Rs 18.31 Crore(including Dividend Distribution Tax of Rs 3.10 Crore) for the financial year 2016-17 ascompared to Rs 9.15 Crore (including Dividend Distribution Tax of Rs 1.55 Crore) for thefinancial year 2015-16.

DIVIDEND DISTRIBUTION POLICY

As per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Company has formulated aDividend Distribution Policy which endeavors for fairness consistency and sustainabilitywhile distributing profits to the shareholders of the Company. It is given as Annexure Awhich forms part of this report and has also been disclosed on the Company's website www.futurelifestyle.in

ISSUE OF EQUITY SHARES

During the year under review the Company has issued and allotted an aggregate of400998 Equity Shares of Rs 2 each to the eligible employees of the Company uponexercised of Options granted under FLFL Employees' Stock Option Scheme - 2013 (FLFLESOS-2013).

Subsequent to the year under review the Company has further issued and allotted115522 Equity Shares of Rs 2 each to the eligible employees of the Company uponexercised of Options granted under FLFL ESOS - 2013.

During the year under review the Company has not issued any sweat equity shares orbonus shares or equity shares with differential rights.

DEBENTURES

During the year under review the Company has made timely payment of interest andprincipal amount of debentures issued by the Company as under:

1. the Company has fully repaid the principal amount of

2500 Secured Redeemable Non-Convertible

Debentures Series-II of face value of Rs 500000 each aggregating to Rs 125.00 Crorealongwith Interest due thereon on June 07 2016 to the Debenture holders.

2. the Company has exercised its call Option for redemption of 2000 Secured Redeemable

Non-Convertible Debentures Series-III of face value of Rs 500000 each aggregating toRs 100.00 Crore prior to maturity and fully repaid the principal amount alongwithInterest due thereon on March 21 2017 to the Debenture holders.

3. the Company has also exercised its call Option for redemption of 2000 SecuredRedeemable Non-Convertible Debentures Series-1 of face value of Rs 1000000 eachaggregating to Rs 200 Crore prior to maturity. The Company subsequent to the year underreview has fully repaid the principal amount alongwith Interest due thereon on April 072017 to the Debenture holders.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act 2013 ('the Act') the Board ofDirectors of the Company confirms that:

(i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year ended March 31 2017;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts for the financial year ended March31 2017 on a going concern basis;

(v) the Directors further state that they have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place in the Board ofDirectors and Key Managerial Personnel of the Company.

Mr. C. P. Toshniwal has resigned as an Executive Director & Chief Financial Officerof the Company effective from the close of the business hours on May 01 2016. However hecontinued to be a Non-Executive Director of the Company. The Board placed on record theirappreciation of the invaluable services rendered by Mr. Toshniwal as an Executive Director& Chief Financial Officer of the Company.

Mr. Kaleeswaran Arunachalam was appointed as Chief Financial Officer of the Companywith effect from May 26 2016.

The Members of the Company at its Annual General Meeting (AGM) held on August 29 2016have approved the re-appointment of Mr. Kishore Biyani as the Managing Director of theCompany for a period of three years with effect from June 25 2016.

The Members of the Company at the said AGM have also appointed Mr. Bijou Kurien as anIndependent Director of the Company for a term of five years with effect from May 26 2016and Ms. Avni Biyani as a Director of the Company with effect from June 07 2016.

Mr. Kishore Biyani retires by rotation at the forthcoming AGM and being eligibleoffers himself for re-appointment.

The Company has received necessary declarations from all the Independent Directorsunder section 149(7) of the Act confirming that they meet the criteria of independence aslaid down in section 149(6) of the Act and regulation 25 of the Listing Regulations.

Additional information on appointment / reappointment of directors as required underregulation 36 of the Listing Regulations is given in the Notice convening the forthcomingAGM.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four meetings of the Board of Directors of the Companywere held. The details of date of above meetings including attendance of Directors aregiven in the Corporate Governance Report that forms part of this Annual Report.

HOLDING COMPANY

During the year under review Future Enterprises Limited (FEL) one of Promoter of theCompany which was holding 30570108 Equity Shares constituting 16.09% of the paid-upshare capital of the Company has transferred its entire holding to Future CorporateResources Limited (FCRL) Promoter of the Company by way of inter-se transfer on December26 2016. Post inter-se transfer the aggregate shareholding of FCRL along with sharesheld through its subsidiaries in the Company increased to 52.30% of paid-up share capitalof the Company and consequently FCRL became holding company of the Company with effectfrom December 26 2016.

Further the Promoters entities holding shares in the Company entered into variousinter-se transfer transactions on March 30 2017 and March 31 2017 in order toconsolidate its holding in the Company under Ryka Commercial Ventures Private Limited(Ryka) one of the Promoters entities now controlled through Lifestyle Trust. Post theseinter-se transfers the shareholding of Ryka in the Company has increased from 10.61% to54.88% of the paid-up share capital of the Company. Consequently FCRL ceased to be theholding company of the Company on March 30 2017 and Ryka became holding company of theCompany effective from March 31 2017.

TRANSFER / SALE OF BUSINESS AND INVESTMENTS Transfer / Sale of Business

During the year under review one of the Company's business viz. Lee Cooper businesstogether with license rights was carved out to Future Speciality Retail Limited (FSRL)step-down subsidiary of the Company by way of slump exchange on a going concern basiswith effect from the closure of the working hours on March 28 2017. The management was ofbelief that the Lee Cooper business could be substantially enhanced if the business wouldbe carried out through separate dedicated entity enabling the team to concentrate andensure the growth of specific business.

Transfer / Sale of Investments

Pursuant to the authority given by the Members by way of special resolution passed intheir Extraordinary General Meeting held on March 24 2017 and in order to nurture theInvestee Companies for its possible potential growth and to give proper support andguidance to each of these Investee Companies as per their specific needs and requirementsidentified investments held in such Investee Companies have been transferred to its whollyowned special purpose vehicle(s) i.e. FLFL Lifestyle Brands Limited (FLBL) with effectfrom March 29 2017.

Subsequently FLBL has raised funds inter-alia by way of issue of equity shares tothe Investors which resulted in dilution of the Company's equity stake in the FLBL to49.02% of the paid-up equity capital of FLBL. Accordingly FLBL ceased to be a subsidiaryof the Company with effect from March 30 2017.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

During the year under review consequent to the Divestment of identified Investmentsheld by the Company Future Style Lab Limited Rachika Trading Private Limited MineralFashions Private Limited Elisir Lifestyle Private Limited and Indus-League ClothingLimited ceased to be the subsidiaries of the Company.

Similarly Holii Accessories Private Limited Indus Tree Crafts Private Limited KFCShoemaker Private Limited Eclat Life Style Private Limited Turtle Limited and ResourceWorld Exim Private Limited ceased to be associate companies of the Company.

The subsidiaries associates and joint ventures of the Company as on March 31 2017 areas follows:

SUBSIDIARY COMPANIES

Future Trendz Limited (FTL)

During the year under review FTL was incorporated as a wholly owned subsidiary of theCompany on September 15 2016 inter-alia to carry on fashion retail business and relatedactivities. FTL holds 99.96% equity stake in Future Speciality Retail Limited. Presentlyyour Company holds 100% of the paid-up equity capital of FTL.

Future Speciality Retail Limited (FSRL)

During the year under review FSRL was incorporated as step down subsidiary of theCompany on September 27 2016 inter-alia to carry on fashion retail business and relatedactivities. FSRL pursuant to an Agreement to Transfer Business entered into with theCompany on January 17 2017 acquired the Company's Lee Cooper business together withlicense rights available to the Company by way of slump exchange on a going concernbasis with effect from the closure of the working hours on March 28 2017. Presently FTLholds 99.96% of the paid-up equity capital of FSRL.

FLFL Business Services Limited (FBSL)

During the year under review FBSL was incorporated as a wholly owned subsidiary of theCompany on March 27 2017 inter-alia to carry on business of and provide services toFashion Retail business. Presently your Company holds 100.00% of the paid-up equitycapital of FBSL.

ASSOCIATE COMPANY

FLFL Lifestyle Brands Limited (FLBL)

During the year under review FLBL was incorporated as a wholly owned subsidiary of theCompany on March 17 2017 inter-alia with the main objects of investment in fashion brandsand fast growing fashion companies.

During the year under review FLBL pursuant to Share Purchase Agreement entered intowith the Company on March 27 2017 has acquired identified investments held by the Companyin various fashion brands and Investee Companies. Presently your Company holds 49.02% ofthe paid-up equity capital of FLBL.

JOINT VENTURES

Celio Future Fashion Private Limited (CFFPL)

CFFPL deals in the retail trading and distribution of men's ready to wear garmentsunder single brand "Celio". Decoding trends to offer smart and contemporarymenswear is the brand's forte. Showcasing collections oriented to the different moments ofa man's life Celio captures effortless style for men. Presently FLBL an associatecompany of the Company holds 2.77% of the paid-up equity capital of CFFPL.

Clarks Future Footwear Private Limited (CFFPL)

CFFPL a joint venture with C&J Clark International Limited and FLBL is engaged inthe business of single brand wholesale and retailing of footwear and accessory such asshoes boots sandals handbags and accessories. The Brand "CLARKS" is world'slargest casual and smart shoe brand and the world number one in 'everyday footwear'.Presently your Company holds 1.00% of the paid-up equity capital of CFFPL and 49.00% ofthe paid-up equity capital of CFFPL is held by FLBL an associate company of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2017 the Company has two direct subsidiaries one step down subsidiaryand one associate company.

During the year under review the Board has reviewed the affairs of the subsidiaries.The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with the Act and applicable Accounting Standards along with all relevantdocuments and the Auditors' Report thereon form part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries associate and jointventures companies as on March 31 2017 in the prescribed Form AOC-1 is attached to thefinancial statements of the Company which forms part of this Annual Report.

In accordance with the provisions of section 136(1) of the Act the Annual Report ofthe Company containing therein the standalone and the consolidated financial statementsof the Company and the audited financial statements of each of the subsidiary companieshave been placed on the website of the Company - www.futurelifestyle.in . The auditedfinancial statements in respect of each subsidiary company shall also be kept open forinspection at the Registered Office of the Company during working hours for a period of 21days before the date of forthcoming Annual General Meeting. The aforesaid documentsrelating to subsidiary companies can be made available to any Member interested inobtaining the same upon a request in that regards made to the Company.

AUDIT COMMITTEE

The details of composition of the Audit Committee are disclosed in the CorporateGovernance Report which forms part of this Annual Report. There are no instances wherethe Board did not accept the recommendations of the Audit Committee.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

NGS & Co. LLP Chartered Accountants (Firm Registration No.119850W) had beenappointed as the Statutory Auditors of the Company from the conclusion of the SecondAnnual General Meeting of the Company held on August 08 2014 till the conclusion of theforthcoming Annual General Meeting of the Company.

The Board on the recommendation of the Audit Committee proposed to re-appoint NGS& Co. LLP Chartered Accountants (Firm Registration No.119850W) for the second term offive years from the conclusion of the fifth Annual General Meeting of the Company till theconclusion of the tenth Annual General Meeting of the Company i.e. for the financial year2017-18 to financial year 2021-22. However their appointment shall be subject toratification by the Members at every Annual General Meeting to be held during the saidterm.

NGS & Co. LLP have given their written confirmation that their appointment asStatutory Auditors of the Company if made shall be in compliance with the provisions ofsections 139 and 141 of the Act and Rules framed thereunder.

The Auditors' Report on the financial statements for the financial year ended March 312017 is issued with unmodified opinion and does not contain any qualification reservationor adverse remark.

SECRETARIAL AUDITOR

M/s. Sanjay Dholakia & Associates Practising Company Secretary (Membership No.2655 / Certificate of Practice No.1798) was appointed as Secretarial Auditor to conductthe secretarial audit of the Company for the financial year 2016-17 as required undersection 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2016-17 is given in Annexure Bwhich forms part of this Report.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.

BUSINESS RESPONSIBILITY REPORT

Pursuant to regulation 34(2)(f) of the Listing Regulations a Business ResponsibilityReport is attached and forms part of this Annual Report.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofall risks associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor andreview risk management assessment and minimization procedures and to develop implementand monitor the risk management plan and identify review and mitigate all elements ofrisks which the Company may be exposed to. A Systematic Risk Culture has been evolved inthe Organization by following various standard operating processes and corporate policiesfor monitoring mapping and assessment of various Risks and their mitigation measures.Risks associated to the business of the Company were being periodically reviewed by theManagement at 'Samiksha' meetings and updates on Risk Management were presented to theRisk Management Committee.

The Audit Committee and the Board periodically reviewed the risk assessment andminimization procedures.

The Company has in place adequate internal financial controls with reference toFinancial Statements. Key risks and threats to the Company and internal controls and theiradequacy are analyzed in the Management Discussion and Analysis which forms part of thisAnnual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of performance of its own the Committees thereof and theDirectors individually.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority Shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board except the Independent Director beingevaluated. The performance evaluation of the Chairperson and Non-Independent Directors wascarried out by the Independent Directors.

Your Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS' REMUNERATION

The Company's policy on Directors' remuneration and other matters provided in section178(3) of the Act has been disclosed in the Corporate Governance Report which forms partof this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR") Committee. The compositionand terms of reference of the CSR Committee is provided in the Corporate GovernanceReport which forms part of this Annual Report.

With regard to the year under review the Company was not required to spend any amounton CSR activities since the average net profits of the Company made during the threeimmediately preceding financial years as calculated under section 198 of the Act wasnegative.

Your Directors are pleased to inform that your Company would be undertaking CSRactivities in the current year i.e. financial year 2017-18 as the average net profits ofthe Company made during the year under review and two immediately preceding financialyears as calculated under section 198 of the Act would be positive.

The brief outline of the CSR Policy of the Company is given in Annexure C which formspart of this Report.

EMPLOYEES STOCK OPTIONS (ESOPs)

During the year under review the Nomination and Remuneration Committee has grantedaggregating to 626514 Stock Options to the eligible employees and cancelled 19714unvested Stock Options under the FLFL Employees Stock Option Plan-2015 (''FLFLESOP-2015") and also cancelled 19672 unvested Stock Options under the FLFL EmployeesStock Option Scheme-2013 ("FLFL ESOS-2013").

The disclosures as stipulated under the Act and SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2017 with regard to the

FLFL ESOS-2013 and FLFL ESOP-2015 are given in Annexure D to this Report and alsoavailable on the Company's website www.futurelifestyle.in

FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any fixed deposits from the public and as such no amounton account of principal or interest on deposits from public was outstanding as at March312017.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Statutory Auditorsof the Company regarding the compliance with the conditions of Corporate Governance asstipulated in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 of the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure E which forms part of thisReport.

In terms of the provisions of section 197(12) of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are provided in this Annual Report.

Having regard to the provisions of the first provision to section 136(1) of the Actthe Annual Report excluding the aforesaid information is being sent to the Members of theCompany. The said information is available for inspection at the Registered Office of theCompany during the working hours and any Member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request. The fullAnnual Report including the aforesaid information is being sent electronically to allthose Members who have registered their email addresses and is also available on theCompany's website.

DISCLOSURE REQUIREMENTS

• Details of programs for familiarization of Independent Directors with theCompany are available on the website of the Company at the link http://futurelifestyle.in/pdf/ID_Familiarization.pdf

• Policy for determining material subsidiaries of the

Company is available on the website of the Company at the link

http://futurelifestyle.in/pdf/Mat_Sub_Policy.pdf

• Policy for determining Materiality of Events of the

Company is available on the website of the Company at the link

http://futurelifestyle.in/pdf/Policy_for_Determining_M ateriality_of_Events.pdf

• Policy for archival of documents of the Company is available on the website ofthe Company at the link http://futurelifestyle.in/pdf/Archival_Policy.pdf

• The code of conduct for the Board of Directors and senior management personnelof the Company is available on the website of the Company at the linkhttp://www.futurelifestyle.in/Admin/pdf/Code_of_Con duct_for_Key_Managerial_Persons.pdf

• Policy on dealing with related party transactions is available on the website ofthe Company at the link http://futurelifestyle.in/pdf/RPT_Policy.pdf

VIGIL MECHANISM

The Company has established a Whistle Blower Policy to provide Vigil Mechanism forStakeholders of the Company to report genuine concerns that could have serious impact onthe operations and performance of the business of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company through various training awareness and practices.The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. The Company has an Internal Complaints Committee (ICC) which is responsiblefor redressal of complaints related to sexual harassment and follows the guidelinesprovided in the policy. ICC Conducts training workshop mainly focusing on investigationskills basic counselling skills like listening paraphrasing and dealing with biasesthrough various kind of case studies role plays activities based on real life examplesrole of ICC critical attitudes of an ICC member and Investigation process & Reportwriting etc. ICC has its presence at corporate office as well as at stores / otherlocations.

During the year under review there were no cases filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans guarantees and investments under the provisions of section 186 ofthe Act are provided in the note no. 46 of notes forming part of the financial statementswhich forms part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all transactions entered into by the Company with relatedparties as defied under the Act and the Listing Regulations were in the ordinary courseof business and on an arm's length basis. Disclosure of transactions with related partiesas required under the Accounting Standard (AS-18) has been made in the notes forming partof the financial statements.

Particulars of contracts or arrangements with related parties as required under section134(3)(h) of the Act in the prescribed Form AOC-2 is given in Annexure F which formspart of this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as required under section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure G which forms partof this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act an extract of annual return in theprescribed Form MGT-9 is given in Annexure H which forms part of this Report.

AWARDS AND RECOGNITION

During the year under review the Company and its Brands have been conferred thefollowing awards and recognition:

• Indigo Nation was awarded 'the Most Admired Fashion Brand of the Year in Men'sWestern Wear' at the India Fashion Forum.

• Cover Story was awarded 'the Most Admired Brand of the Year - New Launch' atthe India Fashion Forum.

• Central in High Definition was awarded 'the Design Concept of the Year - ThemeStore' at the India Fashion Forum.

• Future Lifestyle Fashions (FLF) was awarded 'the Most Admired Fashion Company ofthe Year award' at the India Fashion Forum.

• "Free Shopping Weekend" campaign got two awards for Brand Factoryviz. "the Most Admired Multi Fashion Retailer of the Year" award at the IndiaFashion Forum and "the Retail Marketing Campaign of the Year" award at AsiaRetail Congress.

ACKNOWLEDGEMENT

The Board thanks all customers bankers investors vendors and other stakeholders fortheir continued support and patronage during the year under review. The Board also placeson records its sincere appreciation to the employees of the Company for their effortshard work and dedication which enabled the Company to achieve the targets andrecognitions.

For and on behalf of the Board of Directors
Place: Mumbai Shailesh Haribhakti
Date : May 15 2017 Chairperson